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1、 1 Atomos Limited Annual Report 2024 Atomos Limited|Annual Report 2024 2 Contents Chairs Message 3 CEOs Address 5 Directors Report 7 Directors 19 Auditors Independence Declaration 24 Remuneration Report 25 Consolidated Financial Statements 39 Notes to the Consolidated Financial Statements 43 Consoli
2、dated Entity Disclosure Statement 82 Directors Declaration 83 Independent Auditors Report 84 ASX Additional Information 88 Company Directory 90 Atomos Limited|Annual Report 2024 3 Chairs Message Dear Shareholders Financial Year 2024 has been landmark period for Atomos with all key areas of the busin
3、ess undergoing significant transformation and re-alignment which will result in a more streamlined,capital efficient and operationally resilient Company moving forward.Atomos is a unique business for its size,highlighted by the following key characteristics:market-leading video creation products(bot
4、h hardware and software)in key product segments;global sales distribution network with direct reseller relationships in the US market;tech integration and sales partnerships with major global players such as Apple,Adobe,Canon,Sony and Panasonic,among others;proprietary technology developed in-house
5、via world-class engineering and design teams;and customer base leveraged to the video content creation market which is now the communication medium globally given the growth of social media,video advertising and virtual meetings.Whilst we recognise the poor performance of the business over the past
6、few years,the team have worked incredibly hard to address those challenges and are now confident the necessary building blocks are in place to generate increased value for our shareholders into the future.One of the key catalysts for our transformation during the year was Atomos co-founder,Jeromy Yo
7、ung,returning to the business in January 2024 as Managing Director and CEO.Jeromy was joined in February 2024 by successful video entrepreneur(and co-founder of Blackmagic Design),Peter Barber,who was appointed as Executive Director and COO.Leveraging new management strategies and a refreshed produc
8、t roadmap,Atomos successfully re-capitalised the business in May 2024,raising$16.1m which was partially underwritten by major shareholder,Doma,and supported by Directors Jeromy Young and Peter Barber invested$2.0m each.Proceeds from the capital raise were used to repay all outstanding debt,on-going
9、restructuring costs,invest in new product inventory and provided additional working capital flexibility.Following a 15-month period of suspension,Atomos returned to ASX trading on 21 May 2024(post completion of the capital raise),one of the major milestones achieved during the year.Financially,Atomo
10、s underwent a material restructure during FY24,particularly during the second half under new management.While the annualised benefits of that restructure will be realised in FY25,initial key performance drivers are positive:H224 revenue of$18.3m up 5%on H124(FY24 sales:$35.7m)FY24 gross margins impr
11、oved as constant product discounting ceased in H224;and Fixed costs reduction with permanent staff reduced to 70 as at 30 June 2024.Atomos Limited|Annual Report 2024 4 Chairs Message(continued)The Company returned to its product-focused innovative heritage with the launch of two new products in late
12、 FY24 Ninja Phone and SunDragon.Due to the timing of shipping those products,both had a negligible impact on FY24 sales,however we expect these products to make a material contribution to revenue in FY25.In September 2024,we announced the settlement of both the US and Australian legal cases between
13、Atomos and the former Chief Executive Officer,Estelle McGechie.Whilst terms of the settlement remain confidential,the Company has sufficiently provided for all payments and future legal expenses relating to the matter in the FY24 accounts.This is a great outcome for the Company and removes one more
14、negative distraction which will enable management to focus their time and resources on releasing groundbreaking products to existing and new markets.With the cost restructure expected to be complete by Q2 FY25 resulting in breakeven EBITDA at approximately$45m of sales and coupled with the launch of
15、 several new products,we are optimistic for the outlook heading into FY25.Lastly,Id like to acknowledge the contributions of former Directors Sir Hossein Yassaie and Trevor Elbourne who stepped down from their director duties during the year.Id also like to thank my fellow directors Jeromy and Peter
16、,board advisors James Joughin,and Ben McAlister for their efforts during the year.In addition,Id like to thank our shareholders for their ongoing support and patience as we seek to rebuild the significant latent value that sits within the Atomos business.Kind Regards,Paul Greenberg Chair Atomos Limi
17、ted|Annual Report 2024 5 CEOs Address Dear Shareholders,After several years away from the business,its a pleasure to be back as CEO of Atomos;a Company Ian Overliese and I co-founded over 15 years ago.Our initial vision for the business all those years ago was simple to democratise video content cre
18、ation by providing access to simple,intuitive and technologically advanced products that foster creativity irrespective of budget.This is the same vision we continue to employ today,with the recently launched Ninja Phone and Shinobi II providing a great example of our ability to translate this visio
19、n into something tangible and value accretive.As Paul mentioned in the Chair message,FY24 was transformational year for Atomos having delivered several key milestones that have removed various unwanted distractions from management,increasing the time and resources focused on high value growth opport
20、unities.Following the appointment of Peter and myself as the COO and CEO,respectively,we subsequently completed the recapitalisation process critical to resetting the financial stability of the business and enabling the Company to resume trading on the ASX following a 15-month period of suspension.A
21、t an operational and financial level,we have implemented significant change in the business,particularly during the second half post our appointment,with several key areas highlighted below:Stabilised and subsequently returned to sales growth FY24 revenue of$35.7m,down 16%on previous corresponding p
22、eriod(pcp)which reflected:limited working capital to produce sufficient product to meet demand,ongoing deterioration in economic conditions and disruptions from the Writers Guild of America strike However,we delivered revenue of$18.3m in H2 FY24,up 5.1%on H1 FY24 predominately due to reinvigorating
23、the sales and marketing of the existing products and launching new innovative products which created demand across other product categories.Improving Gross Profit Margin Higher gross margin in FY24 attributed to the cessation of product discounting While reported gross profit margin improved from 11
24、%in FY23 to 31%in FY24,Underlying gross margin improved from 20%to 34%Gross profit margins in H2 FY24 gross profit margin of 36%compared to 31%in H1 FY24 In addition,and perhaps a better reflection of the run-rate,despite it taking some months to unwind previous managements strategies,in Q4 FY24 gro
25、ss profit margins were consistently just under 40%,with June 2024 reaching 40%.Restructuring the cost base well advanced The Company has implemented several cost saving initiatives during H2 FY24 which has resulted in permanent staff being reduced from 90 at December 2023 to 70 as of June 2024 Exclu
26、ding non-recurring costs,fixed operating costs(which includes capitalised R&D in FY23)were reduced by$5.9m in FY24 The Company is expected to finalise the restructure program by the end of Q2 FY25 with the full run-rate benefit being seen in H2 FY25.In the second half of FY24,we returned to what we
27、have become globally known for launching innovative,groundbreaking products that converge expensive technologies into a simple form factor at a cost-effective price point.Atomos Limited|Annual Report 2024 6 CEOs Address(continued)In April 2024 we announced the Ninja Phone a video co-processor that e
28、nables users to use the latest iPhone models as a monitor whilst also providing recording functionality from professional cameras directly onto the iPhones storage.Concurrently,we also launched SunDragon-a unique sun-spectrum range of LED lights,which expands upon Atomos exiting product portfolio in
29、to an adjacent segment of the video production ecosystem.In June we surprised the world with an update to the worlds most popular Photo Video Monitor,the Shinobi,launching and shipping the Shinobi II in July.The Atomos brand holds strong and has returned to its leadership position,the task at hand i
30、s to educate the rapidly growing younger content creators and bring them into the professional landscape,a task that Ninja Phone is well placed to achieve.Educating the masses on why they need to utilise the wonderful HDR screens on their phones and tablets by shooting 4K HDR and ensuring the tradit
31、ional video market get the new tools they need to compete with the up and comers.The development pipeline for Atomos is strong and you can rest assured we are taking back out leadership position.Exciting times ahead.Lastly,Id like to thank all our staff who have been nothing short of incredible over
32、 the past few years given the various internal and external challenges they have faced.Its never easy when a Company is going through a restructure period,with most of the core building blocks now in place we firmly have light at the end of the tunnel to enable us to deliver improved financial perfo
33、rmance moving forward.I am confident the tide has turned for the business,giving us the momentum we require into 2025 that will return Atomos to its rightful position in the video technology landscape,one that has exciting new frontiers!Kind Regards,Jeromy Young Managing Director&CEO Atomos Limited|
34、Annual Report 2024 7 Directors Report The directors of Atomos Ltd(Atomos or the Company)present their report together with the financial statements of the consolidated entity,being Atomos and its Controlled Entities(the Group)for the year ended 30 June 2024.Directors The names of the directors in of
35、fice at any time during or since the end of the year are:Mr Paul Greenberg Non-Executive Chairman Mr Jeromy Young Executive Director,Managing Director(effective 4 January 2024)Mr Peter Barber Executive Director(effective 14 February 2024)Sir Hossein Yassaie Non-Executive Director(up to 16 May 2024)M
36、r Trevor Elbourne(up to 4 January 2024)The above-named directors held office during and since the end of the financial year unless otherwise stated.Principal activities During the year the principal activities of the Group consisted of:The design,manufacture and sale of video equipment;and The devel
37、opment and sale of software applications to enhance its physical products.There have been no significant changes in the nature of these activities during the year.Review of Results and Operations FY24 revenue of$35.7 million was$7.0m or 16%lower compared to revenue of$42.8m in the PCP.Revenue was lo
38、wer in FY24 due to the ongoing deterioration in economic conditions,working capital constraints prior to the capital raising in May 2024 impacting finished goods availability,supply chain challenges and disruptions from the Writers Guild of America strike.Pleasingly,revenue of 18.3m in H2 FY24 was 5
39、.1%higher than revenue of$17.4m in H1 FY24.The improved H2 sales included only approximately$0.5m of sales from the Ninja Phone and no new sales from SunDragon(compared to our forecast of$2.5m based on launch of both products in June),highlighting strong H2 FY24 sales in the core existing product li
40、ne.Management is focused on delivering the new products to market and further educating the Groups customer base on the benefits of these new products in being able to enhance their creative offering whilst speeding up the workflow process.The Company experienced higher gross margins in FY24 attribu
41、ted to improvements in the mix of margin across its product range,including higher margins from new products.Gross margin percentage improved by 20%points in FY24 from 11%in FY23 to 31%in FY24.On an underlying basis,gross margin percentage improved by 14%points in FY24 from 20%in FY23 to 34%in FY24.
42、Further underlying margin improvements were achieved in the second half of FY24 with gross margin percentage of 36%in H2 FY24 compared to 31%in H1 FY24.Atomos Limited|Annual Report 2024 8 Summary of results for 2024 compared to prior period Included in the FY24 and FY23 results were certain items wh
43、ich were significant and/or not incurred in the ordinary course of business and are fully detailed in the normalised earnings section on pages 10 and 11.The impact of excluding these items from the Consolidated Statement of Profit or Loss and Other Comprehensive Income is as follows:Revenue,Gross Pr
44、ofit and Gross Margin H2 FY24 compared to H1 FY24 Underlying basis Key Drivers of Performance Revenue FY24 revenue of$35.7 million was$7.0m or 16%lower compared to revenue of$42.8m in the PCP.Revenue was lower in FY24 due to the ongoing deterioration in economic conditions,working capital constraint
45、s prior to the capital raising in May 2024 impacting finished goods availability,supply chain challenges and disruptions from the Writers Guild of America strike.20242023Change$Change%$000$000$000 Revenue35,72142,763(7,042)(16%)Cost of sales(24,517)(38,050)13,533(36%)Gross profit11,2044,7136,491138%
46、Gross Margin%31%11%20%Operating expenses(28,889)(30,597)1,708(6%)Other income349365(16)(4%)EBITDA(17,336)(25,519)8,183(32%)Depreciation and amortisation(1,610)(2,973)1,363(46%)Impairment of non-financial assets0(30,676)30,676(100%)Fair value adjustment(1,798)0(1,798)N/AFinance costs(1,224)(2,120)896
47、(42%)Loss before income tax(21,968)(61,288)39,320(64%)Income tax benefit/(expense)(394)227(621)(274%)Loss for the year(22,362)(61,061)38,699(63%)Consolidated Statement of Profit or Loss and Other Comprehensive IncomeUnderlying Basis2HFY241HFY24Change$Change%FY24 Total$000$000$000$000 Revenue18,30817
48、,4138955%35,721Cost of sales(11,724)(11,956)232(2%)(23,680)Gross profit6,5845,4571,12721%12,041Gross Margin%36%31%5%34%Revenue,Gross Profit and Gross Margin Atomos Limited|Annual Report 2024 9 The decline in revenue was stymied,with H2 FY24 revenue of$18.3m being 5.1%higher than revenue of$17.4m in
49、the H1 FY24;due to higher demand of the Groups core existing product line,managements focus on delivering new products to market and management further educating the Groups customer base on the benefits of ATOMOS products in being able to enhance their creative offering whilst speeding up the workfl
50、ow process.Gross Profit and Gross Margin FY24 gross profit of$11.2m was$6.5m or 138%favourable to gross profit of$4.7m in FY23.FY23 gross profit was impacted by de-stocking and significant provisioning against finished goods inventory which was slow-moving and provisioning against excessive levels o
51、f component inventory which was a result of component stockpiling during the COVID induced period of semi-conductor component scarcity and the resultant expansion in lead times.The Company experienced higher gross margins in FY24 attributed to improvements in the mix of margin across its product ran
52、ge,including higher margins from new products.Gross margin percentage improved by 20%points in FY24 from 11%in FY23 to 31%in FY24.On an underlying basis,gross margin percentage improved by 14%points in FY24 from 20%in FY23 to 34%in FY24.Further underlying margin improvements were achieved in the sec
53、ond half of FY24 with gross margin percentage of 36%in H2 FY24 compared to 31%in H1 FY24.Operating Costs Operating costs were$1.7m or 6%lower in FY24 compared to FY23 on a reported basis.Excluding non-recurring costs,operating costs were$4.3m or 15%lower in FY24 compared to FY23.The Company is well
54、progressed on its detailed cost restructure having already significantly reduced staff costs to under 70 permanent staff from 90 permanent staff in December 2023.The restructure is expected to be complete by the end of the second quarter in FY25,with the full financial benefit being realised from 2H
55、25.EBITDA FY24 EBITDA loss of$17.3m was$8.2m or 32%favourable to EBITDA loss of$25.5m in FY23.The FY24 underlying EBITDA loss after adjusting for one-off/non-recurring items was$11.8m which was$7.6m or 39%favourable compared to FY23.Finance Costs Finance costs decreased by$0.9m to$1.2m in FY24 prima
56、rily due to the debt facility repayments and no debt remaining as at 30 June 2024,except for$0.1m related to credit card facilities.Depreciation,Amortisation and Impairment Depreciation and amortisation decreased by$1.4m in FY24 due to all intangibles being fully amortised as at 30 June 2023,reducin
57、g amortisation by$0.8m;and lower fixed asset acquisitions in FY24 further reduced depreciation by$0.6m.Fair value adjustment In 2022 the Company acquired a 10%interest in UK based Mavis Broadcast Limited.Mavis technology underpins the Atomos Cloud Studio suite of products.Whilst there has been an up
58、ward trajectory in Atomos Cloud Studio Subscription Revenue since launching in May 2023,the overall result has been below expectation.Costs to deliver revenues have Atomos Limited|Annual Report 2024 10 exceeded$1.0m,and almost all this amount was paid to Mavis for development and delivery services.T
59、hese payments represent a major component of Mavis revenue.The Company has been advised that Mavis will undertake a capital raising in early 2025,which may result in substantial dilution of the Companys interest in Mavis.On this basis,management have assessed that the Groups investment of$1.8m in Ma
60、vis Broadcast Limited had a negligible fair value as at 30 June 2024.A resulting fair value adjustment was recognised in FY24.Income Tax Expense Income tax expense of$0.4m in FY24 relates to non-Australian 100%owned subsidiaries where a taxable profit was reported.Net Loss After Tax The consolidated
61、 loss of the Group for the financial year after providing for income tax amounted to$22.4 million(2023:loss$61.1 million).Reconciliation of underlying earnings for 2024 and the prior financial year Earnings before interest,tax,depreciation and amortisation(EBITDA)is a non-IFRS term which the Group u
62、ses to measure performance.Additionally,the reported 2024 and 2023 results included a number of items that were significant and/or not considered to be in the ordinary course of business and the tables below quantify these to provide a view of the underlying trading results.2024Significant items1Und
63、erlying Result$000$000$000Revenue35,721 -35,721Cost of sales(24,517)837(23,680)Gross profit11,204 837 12,041Gross Margin%31%34%Operating expenses(28,889)4,659(24,230)Other income349 349 EBITDA(17,336)5,496(11,840)Depreciation and amortisation(1,610)-(1,610)Fair value adjustment(1,798)1,798 -Finance
64、costs(1,224)-(1,224)Loss before income tax(21,968)7,294(14,674)Income tax expense(394)(394)Loss for the year(22,362)7,294(15,068)1Items that were significant and/or not in the ordinary course of business(2024)$000Employee restructure costs773Ex-CEO separation and legal claim1,145Debt facility novati
65、on and legal fees259Fees related to strategic review134Bad debts related to prior periods291Provision for inventory obsolescence8372,057Fair value adjustment1,7987,294Total Items not in the ordinary course of business7,294Inventory Write-downs,Operating Expenses and Impairment ChargesInventory Write
66、-downs,Operating Expenses and Impairment ChargesProvision for legacy purchase orders for component inventoryAtomos Limited|Annual Report 2024 11 Financial Position Cash flow As at 30 June 2024,Atomos had:Key cash flow movements in FY24:$2.9m of cash on hand.High inventory balance as at June 2023 con
67、verted into cash with through review in FY24 resulting in a$0.8m increase in provision for inventory obsolescence.Net cash used in operating activities of$9.1m was driven by EBITDA losses of$17.3m largely offset by a reduction in working capital.Cash inflows from financing and investing No debt exce
68、pt for$0.1m at 30 June 2024 for corporate credit cards,following completion of capital raise in May 2024.activities of$9.1m comprise;net proceeds from the capital raise of$14.7m after capital raising costs,less$3.2m of repayment of borrowings and$2.4m of lease and interest payments.Summary of Balanc
69、e Sheet20242023Cash flows from operating activities20242023$000$000$000$000Cash and cash equivalents2,9002,943Loss for the year(22,362)(61,061)Trade and other receivables4,9705,166Non cash items8,00740,111Inventories8,71415,366Movements in working capital5,23618,388Other assets8,38013,700Net cash us
70、ed in operating activities(9,119)(2,562)Total assets24,964 37,175 Capital expenditure(41)(3,123)Trade and other payables(11,306)(12,990)Financing and investing activities9,1443,547Income taxes payable(1,456)(2,249)Net change in cash and cash equivalents(16)(2,138)Lease liabilities(5,030)(6,178)Cash
71、at the beginning of the period2,9435,001Provisions(4,686)(2,629)Exchange differences on cash(27)80 Borrowings(136)(3,359)Cash at the end of the period2,900 2,943 Total liabilities(22,614)(27,405)Net assets2,350 9,770 Issued capital134,037119,301Reserves3,2463,040Accumulated losses(134,933)(112,571)E
72、quity2,350 9,770 Atomos Limited|Annual Report 2024 12 Significant changes in the state of affairs During the financial year ended 30 June 2024 the Company announced a$16 million(before costs)underwritten capital raise via institutional placement and a non-renounceable pro-rata entitlement offer to a
73、ll eligible shareholders.The funds raised under the offer were applied towards:Debt reduction Restructuring of the business Marketing of new revenue streams Additional working capital for balance sheet flexibility There were no other significant changes in the state of affairs of the Group during th
74、e financial year.Events arising since the end of the reporting period Since the end of the reporting period:The company announced on 13 September 2024,that it had settled the US and Australian cases between the Company and former Chief Executive Officer,Ms Estelle McGechie.Following mediation,both p
75、arties agreed and entered into a Confidential Settlement Agreement and Mutual Release(Agreement).Under the Agreement,neither party admitted liability and provided the other party mutual releases for all claims relating to the matters.While the settlement payment amount is confidential,a provision wa
76、s recognised in the financial statements as at 30 June 2024 within current liabilities trade and other payables.The amount of the provision recognised is sufficient to meet all payments relating to the settlement payment and legal expenses relating these matters.These two matters were noted in the F
77、Y23 financial statements as contingent liabilities.There are no further matters or circumstances that have arisen since the end of the year that have significantly affected or may significantly affect either:the entitys operations in future financial years the results of those operations in future f
78、inancial years;or the entitys state of affairs in future financial years Future developments Atomos will continue to develop the types of products it is known for today to grow the existing business.The Company expects increasing sales momentum in 1H FY25 with the launch of new products including th
79、e launch of the Shinobi II,Sun Dragon and Ninja Phone with a significant roadmap of innovative products in development.Management is continuing to restructure the fixed operating cost base and implemented several cost saving initiatives during H2 FY24 which have resulted in permanent staff being red
80、uced from 90 at December 2023 to 70 as of June 2024.The restructure is expected to be complete by Q2 FY25 with targeted EBITDA breakeven around annual revenue of approximately$45m.Further information about likely developments in the operations of the Group and the expected results of those operation
81、s in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the Group.Atomos Limited|Annual Report 2024 13 Environmental legislation The Companys operations are not subject to any particular or signific
82、ant environmental regulation under a law of the Commonwealth or of any State or Territory in Australia.Dividends No dividends have been paid or declared during or since the end of the financial year.Atomos Limited|Annual Report 2024 14 Principal Risks Risk Area Risk&Impact Mitigation&Monitoring Laun
83、ch of new products fail to meet market expectations Atomos always aims to produce products that meet the expectations of customers.Atomos faces a broad range of factors that impact the success of new product launches,including:pricing,changes in customer“user”preferences;competition;our ability to d
84、esign,develop and deliver products or to support technology changes;effective education of and support from distributors;delays to product launches affecting reputation and customer confidence,as well as the effectiveness of marketing efforts.Atomos is continually innovating and developing its strat
85、egy for effectively managing the product life cycle and by ensuring upgrades of new product features and technologies are brought to market in a timely manner.A new series of products are anticipated to be deployed in FY25.A structured product roadmap is maintained which includes the introduction of
86、 new products for new segments and customer demands specifically around connectivity and workflow solutions in the highly changing video technology marketplace.Key ecosystem partners in camera manufacturing are rapidly rolling out new innovations and our integrations to support their new products is
87、 critical for ensuring Atomos becomes a stronger and more resilient business.Insufficient investment in R&D and failure to rapidly innovate for changing technology Atomos operates in a rapidly changing competitive environment and must ensure continuous efforts are maintained in the improvement of ex
88、isting products and development of new products.Insufficient attraction of talented development and creative staff and under-allocation of resources hinder these efforts.A failure to innovate can damage perception with consumers.Continuous investment is required in the base product range as well as
89、to bring new products and solutions to market for new and existing market segments.Atomos has continually focused on high quality products and adding new products to the range.Development research and investment are key to remaining at the leading edge of providing feature rich,affordable products w
90、ith high user demand.We constantly monitor market and competitive trends in all parts of the ecosystem,building strong relationships with end user ambassadors and influencers.Supply chain disruptions Atomos sources components globally for the product range and actively manages component cost to ensu
91、re margin retention across the mix of products.Supply chain interruptions such as shortages of key components,production difficulties,production certification challenges or customs/transportation delays can lead to significant cost increases and inventory shortages which can negatively impact sales
92、and margins.Atomos procurement processes include the review of supplier arrangements and component sourcing constraints prior to including a particular component in a product as well as on an ongoing basis.Other key strategies include the development of alternative supplier strategies and stock-pili
93、ng of key components with longer lead times.Dependence on key distributors Atomos markets and sells its product range predominantly through an international high profile video technology distributor network.This network is a key supportive sales and marketing channel,however Atomos has traditionally
94、 had no formal distribution agreements.While Atomos has a wide end customer use base,a dispute with(or the loss of)a key distributor could materially impact Atomos sales efforts.Atomos is in constant communication and regularly monitors distributor performance.At the same time Atomos evaluates addit
95、ional distributors for new and existing markets and products to ensure an effective sales and marketing channel.Atomos is increasing its investment in digital platforms as a means to market directly to end customers.Atomos Limited|Annual Report 2024 15 Principal Risks(continued)Risk Area Risk&Impact
96、 Mitigation&Monitoring Dependence on key distributors(continued)Additionally,a deterioration in the financial health of a distributor could lead to potentially material delays in cash collection and/or reduced sales.Ineffective sales and marketing strategy Atomos continues to adopt a growth strategy
97、 supported by a sales and marketing plan.Atomos growth is dependent on the ability to deliver new products on time,to reach target customers and capitalise on strategic opportunities.Losing and being unable to attract talented executives and staff,unclear business strategies,incorrect pricing and co
98、mpetitors seizing such opportunities undermine Atomos ability to retain and grow the business and its market share.Atomos implements various methods to ensure that strategic opportunities are not missed.Atomos ensures that there are sufficient resources allocated to marketing and promotional efforts
99、 taking into consideration Atomos long-term growth potential.Atomos also continuously works with its global channel partners in promoting and increasing the brand awareness of Atomos and its product range.Ineffective product lifecycle management Atomos operates in a rapidly changing competitive envi
100、ronment and inherently Atomos products remain at constant risk of being rendered unattractive by competitive offerings.New Atomos product launches also bring the potential risk of making existing Atomos products unattractive.Failure to adequately align customer demand and distribution channel invent
101、ory levels with production plans can result in insufficient or excessive inventory levels,which can lead to reduced sales or the need for higher discounting.Atomos ensures that the lifecycle management of its products are monitored closely supported by production plan.The product management team als
102、o performs analysis on competing products prior to the investment and development of new products and gives Atomos the opportunity to implement improvements to existing products where required to meet the needs of customers.Higher costs of production Atomos sources components globally for the produc
103、t range and manufactures products from select key partners to supply the range of hardware products that Atomos sells.Economic pressures can cause component cost increases and the scarcity of key components can result in the need to source higher cost alternatives.Each of these scenarios drive highe
104、r costs of production and therefore reduced margins.Atomos consistently monitors the cost of components and the quantum of inventory held ensuring that sufficient components are maintained.Reputational damage Atomos is required to consistently provide products and product support that meets the expe
105、ctations of its customers.Atomos must also ensure that key partnerships held with its distributors and suppliers are well maintained.Atomos must ensure that it complies with the terms of key agreements with suppliers,commercial partners and employees.Additionally,Atomos must ensure it remains compli
106、ant with regulatory requirements in the jurisdictions in which it operates and with the listing rules of the ASX.A failure in one or more of these areas could lead to reputational damage for the company which could lead to reduced customer engagement(and therefore sales)or negative investor percepti
107、on(and therefore share price deterioration).Atomos continuously aims to provide and improve its product range and support to meet the expectations of customers.Atomos also invests in our people and culture with the aim of attracting and retaining a talented and effective workforce that help to fulfi
108、l customer expectations and ASX reporting requirements.Atomos Limited|Annual Report 2024 16 Principal Risks(continued)Risk Area Risk&Impact Mitigation&Monitoring Talent attract and retain Atomos operating and financial performance is dependent on the ability to attract and retain top talent in a com
109、petitive environment,particularly in technology roles.This could be impeded through:poor hiring practices;inadequate training and development;poor culture or inadequate remuneration or progression opportunities for employees.Investment in our people and culture enables Atomos to attract and retain k
110、ey talent and maintain a motivated and effective workforce.External hiring addresses gaps in experience and capability for more technical roles.The senior management remuneration structure is designed to retain key managers and focus them on Atomoss long-term growth potential.In addition,fostering a
111、 work environment of high engagement and high performance is also critical to attracting top talent and promoting employee retention.Product warranty Atomos is liable to replace a defective product sold where the product is under warranty.Atomos is dependent on having talented designers and engineer
112、s as well as highly functioning quality control procedures to reduce the risk of product failure/quality issues.Products which fail can result in a significant cost to Atomos.Atomos performs extensive product testing pre-production and also maintains quality control processes during production to mi
113、nimise faulty products.Cyber security During FY2023,Atomos announced the introduction of Atomos Cloud providing customers with cloud-based workflow capabilities.Atomos is cognisant of the possibility of data breaches of customers personal information and the resulting impacts.Due to the Companys rel
114、iance on information technology systems,the Company is at risk of being exposed to breaches of cyber security,notwithstanding the security systems implemented by the Company to prevent cyber security breaches.These risks could have a material impact on the Companys business,operations,reputation,fin
115、ancial condition and performance,and may lead to potential or threatened litigation.Atomos Cloud is in the early stages of adoption and Atomos may consider engaging with external professionals to assist in the identification and implementation of mitigants to ensure that customer information remains
116、 protected.General litigation In the ordinary course of business,Atomos may be involved in litigation disputes from time to time.Such disputes brought by third parties including,but not limited to,customers,suppliers,business partners,employees and government bodies may adversely impact the financia
117、l performance and industry standing of the business,in the case where the impact of legal proceedings is greater than or outside the scope of Atomos insurance.Such litigation could negatively impact the industry standing of Atomos,cause Atomos to incur unforeseen expenses,occupy a significant amount
118、 of managements time and attention and could negatively affect Atomos business operations and financial position.Monitored via risk register maintained at Board and Executive level.Atomos Limited|Annual Report 2024 17 Principal Risks(continued)Risk Area Risk&Impact Mitigation&Monitoring Dividend dis
119、tribution There is no guarantee that dividends will be paid on shares in the Company in the future,as this is a matter to be determined by the Board in its discretion and the Boards decision will have regard to,amongst other things,the financial performance and position of the Company,relative to it
120、s capital expenditure and other liabilities.n/a Breach of third-party intellectual property rights There is a risk that third parties may allege that the Companys products use intellectual property derived by them or from their products without their consent or permission.The Company may be the subj
121、ect of claims which could result in dispute or litigation,which could result in the payment of monetary damages,cause delays and increase costs,which in turn could have an adverse impact on the Companys operations,reputation and financial performance.Monitored via risk register maintained at Board a
122、nd Executive level.Intellectual property The value of the Companys products depends in large part on the Companys ability to protect its intellectual property.The Company may be unable to detect the unauthorised use of its intellectual property rights in all instances,and action taken to protect its
123、 intellectual property may not be adequate or enforceable and actions taken to enforce its intellectual property rights may be costly and time consuming.Monitored via risk register maintained at Board and Executive level.Third party licence agreements on terms favourable to licensor The Company lice
124、nces intellectual property and technology from third parties for incorporation into its products.The Company generally enters into licence agreements in relation to these arrangements which are on the licensors standard terms and conditions which are more favourable to the licensor and include oblig
125、ations for the Company to indemnify the licensors against third party intellectual property infringement claims which may expose the Company to potentially unquantifiable liability under these indemnification provisions.Monitored via risk register maintained at Board and Executive level.Failure to r
126、ealise benefits from research and development An important element of the Companys business strategy is to continue to make investment in innovation and related product opportunities.The Company may not,however receive significant revenues from these investments for several years or may not realise
127、such benefits at all.Atomos has continually focused on high quality products and adding new products to the range.Development research and investment are key to remaining at the leading edge of providing feature rich,affordable products with high user demand.We constantly monitor market and competit
128、ive trends in all parts of the ecosystem,building strong relationships with end user ambassadors and influencers.Country/region specific risks in new and/or unfamiliar markets The Company has operations in a number of overseas jurisdictions and is exposed to a range of different legal and regulatory
129、 regimes,including in new jurisdictions in which the Company is expanding or plans to expand its operations.Monitored via risk register maintained at Board and Executive level.Atomos Limited|Annual Report 2024 18 Principal Risks(continued)Risk Area Risk&Impact Mitigation&Monitoring Country/region sp
130、ecific risks in new and/or unfamiliar markets(continued)The Company may be exposed to risks relating to non-compliance of foreign legal and regulatory regimes as a result.Failure to attract new customers Product capability,cost-effectiveness,customer support and value compared to competing products
131、influences whether the Company will attract new customers and business,which may impact the Companys operating and financial performance.Atomos is continually innovating and developing its strategy for effectively managing the product life cycle and by ensuring upgrades of new product features and t
132、echnologies are brought to market in a timely manner.A new series of products are anticipated to be deployed in FY25.Atomos Limited|Annual Report 2024 19 Board of Directors Paul Greenberg,age 64 Non-Executive Chair.Skill and Experience Non-executive director with expertise in founding and growing te
133、chnology-enabled businesses.He was previously the Chair of MyD.au(ASX:MYD),which was acquired by Woolworths Group(ASX:WOW)in late 2022.He was also on the advisory boards of Afterpay(acquired by Block),Culture Kings(acquired by A.K.A Brands)and was the Chair Elect of S(acquired by Amazon).He currentl
134、y sits on the advisory boards of technology businesses Refundid,AirRobe and StyleArcade.Board Committee memberships Member Audit&Risk Qualifications BA.(Psychology),MBA Jeromy Young,age 48 Managing Director and CEO from 4 January 2024.Skill and Experience Jeromy is a video technology expert with a v
135、ision to enhance,simply and improve video content creation workflows through the deployment of disruptive computer technologies.With over 20 years experience working in Japan,America,Europe and Asia Jeromy is well placed to navigate the growth in global digital video content creation and to enhance
136、the creative workflows of current and future content creators.Board Committee memberships n/a Qualifications BEng.(Hons).Peter Barber,age 53 Executive Director and COO from 14 February 2024.Skill and Experience Peter is an industry veteran with over 30 years experience in production and post-product
137、ion workflows,including 3 years at Apple Computer where he was responsible for the rollout of Final Cut Pro and other video solutions in Asia Pacific.As co-founder and co-owner of Blackmagic Design,Peter played a key role in growing that business and orchestrating seven strategic acquisitions includ
138、ing DaVinci Resolve.Board Committee memberships n/a Atomos Limited|Annual Report 2024 20 Sir Hossein Yassaie,age 67 Non-Executive Director,retired 16 May 2024.Skill and Experience Sir Hossein has over 35 years of experience in specialised research and development and semiconductors.Founder of Imagin
139、ation Technologies Plc holding position of Chief Executive Officer for 18 years.Sir Hossein received a knighthood in 2013 in recognition of his services to technology and innovation in the United Kingdom.Board Committee memberships Member Audit&Risk Qualifications BSc.,Phd.Trevor Elbourne,age 53 CEO
140、 and Executive Director,resigned effective 4 January 2024.Skill and Experience Trevor has over 25 years experience in the electronics design industry with a particular focus on IC chip design,working with some of the worlds leading technology companies including a stint at Canons Australian research
141、 centre.He joined Atomos in 2012 as one of the Companys founding employees and was elevated to Chief Technology Officer in 2017.Board Committee memberships n/a Qualifications BEng.Christopher Tait,age 57 Non-Executive Chair,resigned effective 28 February 2023.Skill and Experience Chris has over 25 y
142、ears of experience advising private and public companies on general strategic advice,mergers and acquisitions and raising capital.He has also held senior executive roles in a major public company,WHSmith PLC.Chris is also a Director of Henslow Pty Ltd,an independent advisory firm and Corporate Advis
143、er to the Company.Board Committee memberships Member Audit&Risk Qualifications BSc.(Econ),Chartered Accountant(ICAEW)Atomos Limited|Annual Report 2024 21 Directors meetings The number of directors meetings(including meetings of Committees of Directors)held during the year,and the number of meetings
144、attended by each director is as follows:Board Audit&Risk meetings Committee Director Eligible Attended Eligible Attended Paul Greenberg 14 14 2 2 Jeromy Young 6 6 -Peter Barber 5 5 -Hossein Yassaie 11 11 2 1 Trevor Elbourne 8 8 -During the 2023 financial year,the Board absorbed the Remuneration&Nomi
145、nation Committee.Company Secretary On 26 August 2024,the Group announced the resignation of Ms Vanessa Chidrawi and the appointment of Ms Natalie Climo as Company Secretary effective from 26 August 2024.Ms Natalie Climo Natalie has 15 years of experience working in the corporate sector,previously in
146、 the legal team at Repsol S.A.Brisbane offices and more recently based in Sydney as a Company Secretary for a portfolio of ASX listed companies.She holds a Bachelor of Laws and a Graduate Diploma in Legal Practice and has extensive experience in corporate governance and board advisory of ASX listed
147、and unlisted companies.Ms Vanessa Chidrawi Vanessa is a highly experienced governance professional,having held leadership and executive management roles in companies listed on ASX,TSX,Nasdaq and JSE over the past seventeen years.She obtained degrees in law and commerce and then practised as an attor
148、ney for twelve years before entering the corporate world.Vanessa has acted as company secretary to a range of companies listed on ASX and TSX and brings with her a wealth of experience in governance management,board advisory,corporate structuring and capital raising in the listed company space.She c
149、urrently acts as company secretary and governance advisor to a portfolio of companies listed on ASX,including Wisr Limited(WZR)and Income Asset Management Group Limited(IAM).Board skills&composition The Company reviewed the mix of skills and attributes desired within the Board composition of Atomos
150、in line with good governance practice utilising the skills assessment criteria and gap analysis as an input.Atomos Limited|Annual Report 2024 22 Directors shareholdings The following table sets out each directors relevant interest in shares and rights or options in shares of the Company as at 30 Jun
151、e 2024:Remuneration of key management personnel Information about the remuneration of key management personnel is set out in the remuneration report section of this directors report.Share options granted to directors and senior management 100,000,000 quoted options(ASX:AMSO)were granted to Executive
152、 Directors Jeromy Young and Peter Barber(50,000,000 options each)on 20 May 2024 for services rendered to the Company.There were no vesting conditions attached to these options expiring 30 November 2025 and their exercise price is$0.03.Shares under option or issued on exercise of options No options w
153、ere exercised during the financial year.Details of unissued shares or interest under options as at the date of this report are:The holders of these options do not have the right by virtue of the option,to participate in any share issue or interest issue of the Company or any other body corporate or
154、registered scheme.No shares were issued during the current and previous financial year as a result of exercise of options.Indemnification of officers and auditors During the financial year,the Group paid a premium in respect of a contract insuring the directors of the Company(as named above),the com
155、pany secretary,and all executive officers of the Company and of any related body corporate against a liability incurred by such a director,secretary or executive officer to the extent permitted by the Corporations Act.The contract of insurance prohibits the disclosure of the nature of the liability
156、and the amount of the premium.The Group has not otherwise,during or since the end of the financial year,except to the extent permitted by law,indemnified or agreed to indemnify any current or former officer or auditor of the Company or of any related body corporate against a liability as such by an
157、officer or auditor.DirectorSharesListed Options (i)Non-listed options(ii)Share rightsPerformance rightsTotalPaul Greenberg 5,600,000 2,650,000 -8,250,000 Jeromy Young 100,500,000 100,201,982 432,955 -201,134,937 Peter Barber 100,000,000 100,000,000 -200,000,000 Total 206,100,000 202,851,982 432,955
158、-409,384,937 i.Granted 20 May 2024.Exercise price$0.03,expiry date 30 November 2025.Options fully vested.ii.Granted 26 February 2018.Exercise price of$0.36,expiry date 12 April 2028.Options fully vested.Option seriesNumberGrant dateVesting dateExpiry DateExercise Price($)Granted:26 Feb 20181,637,312
159、26-Feb-1828-Dec-18 12/04/2028 0.36 Granted:20 May 2024(listed)551,115,52620-May-2420-May-2430/11/2025 0.03 552,752,838Atomos Limited|Annual Report 2024 23 Non-audit services Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined
160、in Note 30 to the financial statements.The directors are satisfied that the provision of non-audit services,during the year,by the auditor(or another person or firm on the auditors behalf)is compatible with the general standard of independence for auditors imposed by the Corporations Act.The directo
161、rs are of the opinion that the services as disclosed in Note 30 to the financial statements do not compromise the external auditors independence,based on advice received from the Audit&Risk Committee,for the following reasons:All non-audit services have been reviewed and approved to ensure that they
162、 do not impact the integrity and objectivity of the auditor.None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional&Ethical Standards Board,including reviewing or a
163、uditing the auditors own work,acting in a management or decision-making capacity for the Company,acting as advocate for the Company or jointly sharing economic risks and rewards.Auditors Independence Declaration The auditors independence declaration is included after this report on page 24.Proceedin
164、gs on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company,or to intervene in any proceedings to which the Company is a party,for the purpose of taking responsibility on behalf of the Company f
165、or all or part of those proceedings.Rounding of amounts The Company is a company of the kind referred to in ASIC Corporations(Rounding in Financial/Directors Reports)Instrument 2016/191 dated 24 March 2016,and in accordance with that Corporations Instrument amounts in the directors report and the fi
166、nancial statements are rounded off to the nearest thousand dollars,unless otherwise indicated.AUDITORS INDEPENDENCE DECLARATION UNDER S 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF ATOMOS LIMITED AND CONTROLLED ENTITIES I declare that,to the best of my knowledge and belief,during the year e
167、nded 30 June 2024,there have been:i.no contraventions of the auditor independence requirements as set out in the Corporations Act2001 in relation to the audit;andii.no contraventions of any applicable code of professional conduct in relation to the audit.Moore Australia Audit(VIC)ABN 16 847 721 257
168、Chartered Accountants Andrew Johnson Partner Audit and Assurance Moore Australia Audit(VIC)Melbourne,Victoria 30 September 2024 Atomos Limited|Annual Report 2024 25 Letter from the Chair Dear Shareholders,On behalf of the Board we are pleased to present Atomoss FY24 Remuneration Report.During FY23,g
169、iven the reduction in the number of Board members and the rationalisation of activities undertaken,the Board absorbed the Remuneration and Nomination Committee.The Boards objective is to ensure a remuneration approach that is globally competitive,while remaining fair and reasonable in a local contex
170、t and delivering outcomes that align with the long-term shareholder experience.We thank you for your ongoing support.Paul Greenberg Chair Atomos Limited|Annual Report 2024 26 Remuneration Report Introduction and contents This remuneration report,which forms part of the directors report,sets out Atom
171、oss executive remuneration framework as well as the remuneration arrangements of the Key Management Personnel(KMP)of the Company for the year ended 30 June 2024(FY24).The term KMP refers to those persons having authority and responsibility for planning,directing and controlling the activities of the
172、 Company and the Group,directly or indirectly,including any directors(whether executive of otherwise)of the consolidated entity.The prescribed details for each person covered by this report are detailed below under the following headings:Section Page 1 Key Management Personnel 27 2 Link between Atom
173、oss performance and executive remuneration outcomes 28 3 Executive remuneration framework,key terms,statutory remuneration 29 4 Remuneration governance 32 5 Non-Executive Director fees 33 6 Other KMP disclosures 35 Atomos Limited|Annual Report 2024 27 1 Key Management Personnel The KMP covered by th
174、is report are Atomoss Executive Directors,Atomoss Non-Executive Directors(“NEDs”)and other executive management personnel of the Group.Each of the KMP held their position for the whole of FY24,unless stated otherwise.Directors Position Paul Greenberg Non-Executive Chair Jeromy Young Managing Directo
175、r,Chief Executive Officer (appointed effective 4 January 2024)Peter Barber Executive Director,Chief Operating Officer (appointed effective 14 February 2024)Sir Hossein Yassaie Non-Executive Director (retired effective 16 May 2024)Trevor Elbourne Executive Director,Chief Executive Officer (resigned e
176、ffective 4 January 2024)Megan Brownlow Non-Executive Director (resigned effective 30 June 2023)Christopher Tait Non-Executive Chair (resigned effective 28 February 2023)Stephen Stanley Non-Executive Director,Deputy Chair (resigned effective 29 September 2022)Lauren Williams Non-Executive Director (r
177、esigned effective 29 September 2022)Executive officers Position Jeromy Young Managing Director,Chief Executive Officer (appointed effective 4 January 2024)Peter Barber Executive Director,Chief Operating Officer (appointed effective 14 February 2024)Ben McAlister Financial Advisor in capacity of Chie
178、f Financial Officer seconded from Doma Services Pty Ltd,a company related to Domazet FT3 Pty Ltd,which is a substantial shareholder of Atomos Limited.Stephan Kexel Chief Sales Officer(resigned and commenced notice period on 29 March 2024)Trevor Elbourne Executive Director,Chief Executive Officer (re
179、signed effective 4 January 2024)Atomos Limited|Annual Report 2024 28 James Cody Chief Financial Officer (resigned effective 31 January 2024)Mark Harland Chief Operating Officer (resigned effective 26 August 2022)2 Link between Atomoss performance and executive remuneration outcomes The main objectiv
180、e of Atomoss executive remuneration framework is to ensure close alignment between executive reward,business strategy and shareholder returns over the long-term.FY24 and FY23 required the Atomos executive team to respond to a number of significant challenges including subdued sales,fixed operating c
181、ost reduction,a structured run-down of inventory and cash preservation.The executive officers were provided incentives emphasising their continued support.Given the challenging circumstances the business found itself in,no other incentive schemes were implemented for FY24 and FY23.2.1 Vesting outcom
182、es for Atomos equity plans 2.1.1 Share options 100,000,000 quoted options(ASX:AMSO)were granted to Executive Directors Jeromy Young and Peter Barber(50,000,000 options each)on 20 May 2024 for services rendered to the Company.There were no vesting conditions attached to these options expiring 30 Nove
183、mber 2025 and their exercise price is$0.03.No share options vested during FY23 or FY24.2.1.2 Performance based incentive scheme STI for FY23 No performance rights vested during FY23.In FY24,679,246 or 100%of the performance rights granted to executives on 18th July 2022,vested in FY24 and were exerc
184、ised on 23 May 2024,see paragraph 3.5.2.2 Atomoss five-year financial performance The following table sets out information about the Groups performance and movements in shareholder wealth,for the past five financial years up to and including the current financial year.Profit or Loss Statement Financ
185、ial measures20202021202220232024Revenue44,74078,61173,28242,76335,721EBITDA(17,426)8,175(5,078)(25,519)(17,336)Net profit/(loss)after tax(22,340)4,218(10,363)(61,061)(22,362)Share price,dividends and EPS measures20202021202220232024Share price on listing($)0.410.410.410.410.41Share price at start of
186、 the year($)1.030.431.070.190.07Share price at end of the year($)0.431.070.190.070.02Dividends(cents per share)-Basic earnings per share($)(0.12)0.02(0.05)(0.18)(0.06)Diluted earnings per share($)(0.12)0.02(0.05)(0.18)(0.06)Atomos Limited|Annual Report 2024 29 There was no return of capital to its s
187、hareholders or cancellation of shares in the Company during the reporting period.3 Executive remuneration framework,key terms and statutory remuneration Atomos markets products on a global basis and has international operations in key strategic locations.Atomos is an innovative and growth-orientated
188、 company.Our success in a rapidly changing environment of user requirements and features derives from our flexibility and ability to attract,motivate and retain world-class talent and appropriately reward for behaviours and actions which result in long-term shareholder value creation.The guiding pri
189、nciples of the Groups executive remuneration framework and supporting incentive programs are to:align rewards to business strategy and outcomes that deliver value to shareholders;drive a high-performance culture by setting challenging objectives and rewarding high performing individuals;ensure remun
190、eration is relatively market competitive and flexible in the relevant employment marketplace to support the attraction,motivation and retention of executive talent;and ensure programs are simple,easy to understand and explain,measurable and make sense.The Board is responsible for determining and rev
191、iewing compensation arrangements for the directors and executives.3.1 Executive Remuneration Framework:Components Base salary&Superannuation;Performance based incentive scheme shortterm;and Performance based equity incentive scheme long-term.The Board assesses the appropriateness of the nature and a
192、mount of remuneration on a periodic basis by reference to market and comparator group benchmarking with the objective of ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team.The award of incentive payments is reviewed by the Board as part of the review o
193、f executive remuneration.All incentives are linked to pre-determined performance criteria.3.2 Performance based incentive scheme short-term(STI)The short-term incentives provided to the Executive Officers focused on the continued employment of these individuals up to 31st October 2023.The share-base
194、d performance rights were approved by the Board of Directors and granted on 18th July 2022.The performance rights were issued in value at the end of the FY2022 financial year by reference to the 30-day VWAP(volume weighted average Atomos Limited|Annual Report 2024 30 price).679,246 or 100%of the per
195、formance rights granted to executives on 18th July 2022 were exercised on 23 May 2024,see paragraph 3.5.3.3 Performance based equity incentive scheme long-term(LTI)No long-term performance based incentives were granted during FY24 and FY23.3.4 Executive Contract Terms Each executives remuneration an
196、d other key employment terms are formalised in individual employee services agreements.Each agreement details a base salary and superannuation arrangement as well as participation in the Companys performance-based schemes,subject to plan rules.The executive contract terms at the date of this report
197、are:NameTerm of agreementNotice periodExecutive OfficersJeromy YoungNo fixed termSix(6)months employer/Six(6)months employeePeter BarberNo fixed termn/a(Consultancy engagement)n/aTrevor ElbourneNo fixed termSix(6)months employer/(Resigned effective 4 January 2024)Four(4)months employeeJames CodyNo f
198、ixed term Six(6)months employer/(Resigned effective 31 January 2024)Three(3)months employeeStephan KexelNo fixed termSix(6)months employer/Six(6)months employeeAtomos Limited|Annual Report 2024 31 3.5 Executive statutory remuneration for FY24 and FY23 Ben McAlister is a Financial Advisor to Atomos L
199、imited acting in the capacity of Chief Financial Officer.Mr McAlister has been seconded from Doma Services Pty Ltd,a company related to Domazet FT3 Pty Ltd,which is a substantial shareholder of Atomos Limited.Doma Services Pty Ltd invoiced the Company$132,500 for the provision of CFO Advisory Servic
200、es from January 2024 to June 2024.679,246 or 100%of the performance rights granted to executives on 18th July 2022,vested in FY24 and were exercised on 23 May 2024.100,000,000 quoted options(ASX:AMSO)were granted to Executive Directors Jeromy Young and Peter Barber(50,000,000 options each)on 20 May
201、2024 for services rendered to the Company.There were no vesting conditions attached to these options expiring 30 November 2025,exercise price is$0.03;with their grant date value being$0.006/option.The relative proportions of those elements of remuneration of Key Management Personnel that are linked
202、to performance are noted in the table below:AUD$Post-employment benefitsLong-term benefitsNameYear Salary&fees Annual leave Cash bonusSuperannuationLong service leave Performance rights(vi)OptionsShare rightsTotalKey management personnelMark Harland(i)2024 -Chief Operating Officer2023 147,198 -11,30
203、2 -32,038 -2,178 192,716 James Cody(ii)2024 198,393 15,850 -16,466 -230,709 Chief Financial Officer2023 309,708 9,350 -25,292 9,814 64,075 (82,371)2,178 338,046 Stephan Kexel2024 294,760 13,051 -27,525 -335,336 Chief Sales Officer 2023 341,517 40,866 -26,357 -32,038 (82,371)2,178 360,585 Executive d
204、irectorsJeromy Young(iii)2024 148,456 12,885 -9,492 122 -300,000 -470,955 Chief Executive Officer2023 -Peter Barber(iv)2024 180,413 -300,000 -480,413 Chief Operating Officer2023 -Trevor Elbourne(v)2024 349,836 32,466 -27,399 12,037 -(44,706)-377,032 Chief Executive Officer2023 374,708 53,150 -25,292
205、 18,293 64,075 (82,371)2,178 455,325 2024 Total 1,171,858 74,252 -80,882 12,159 -555,294 -1,894,445 2023 Total 1,173,131 103,366 -88,243 28,107 192,226 (247,113)8,712 1,346,672(i)Mark Harland resigned as Chief Operating Officer effective 26 August 2022.(ii)James Cody resigned as Chief Financial Offi
206、cer effective 31 January 2024.Short term employee benefitsShare-based payments(iii)Jeromy Young,appointed as Managing Director and Chief Executive Officer effective 4 January 2024.(iv)Peter Barber,appointed as Executive Director and Chief Operating Officer effective 14 February 2024.Fees for consult
207、ing services were paid to MonReii Pte.Ltd.,a company associated with Mr Barber.(v)Trevor Elbourne,resigned as Chief Executive Officer and Executive Director effective 4 January 2024.(vi)The number of Executive Director and Key Management Personnel performance rights granted in FY23 were calculated u
208、sing the agreed remuneration divided by the VWAP at 18 July 2022,$0.29 per share.However,the valuation(for accounting purposes)on grant dates resulted in different values.Consequently,the aggregate share-based payments expense for FY23 disclosed above is lower than the agreed remuneration.Performanc
209、e Rights-Granted in FY23Grant Date Number of rightsExercise dateGrant Date Value($)Agreed Remuneration($)-Performance Rights Trevor Elbourne(vi)18-Jul-22226,415 23-May-240.28 65,660 James Cody(vi)18-Jul-22226,415 23-May-240.28 65,660 Stephan Kexel(vi)18-Jul-22113,208 23-May-240.28 32,830 Mark Harlan
210、d(vi)18-Jul-22113,208 23-May-240.28 32,830 Total679,246 196,981 Atomos Limited|Annual Report 2024 32 No Key Management Personnel appointed during the period received a payment as part of his or her consideration for agreeing to take or hold the position.4.Remuneration Governance Atomoss remuneration
211、 governance framework and related policies support the Company.The Board reviews and approves remuneration quantum and structure for the KMP,Executive and Non-Executive Directors.The Board consults and engages independent remuneration advisors on an as needs basis to provide advice,practical support
212、 and information regarding market movements,trends,human resource programs and regulatory developments.Together with best practice insights this provides the Board with the necessary information for consideration and decisions in relation to remuneration.4.1 Executive performance evaluations Executi
213、ve performance sessions were conducted during the year providing valuable development and learning with the executive team.4.2 Minimum Shareholding Guidelines Atomos introduced a minimum shareholding guideline that applies to Executive and Non-Executive Directors to promote the alignment of interest
214、s with those of shareholders.All directors as at 30 June 2024 and 30 June 2023 were in compliance with the guideline.Under this policy guideline,Non-Executive Directors are encouraged to acquire on market and hold a minimum of one years fees,by value,in Atomos equity accumulated over the initial ten
215、ure period for the Non-Executive Director.4.3 Share Trading Policy Atomos has a Share Trading Policy,which aims to ensure that all employees understand their obligations in relation to insider trading and describes restriction periods and processes on buying and selling Atomos shares by directors,ex
216、ecutives and other parties.The Share Trading Policy can be found on the Governance page in the investor section of the Companys website at https:/ OfficersJeromy Young100%n/a0%n/aPeter Barber100%n/a0%n/aTrevor Elbourne112%104%(12%)(4%)Mark Harlandn/a82%n/a18%James Cody100%105%0%(5%)Stephan Kexel100%
217、113%0%(13%)Fixed remunerationRemuneration linked to performanceAtomos Limited|Annual Report 2024 33 5.Non-Executive Director Fees Atomoss Non-Executive Director fees aim to appropriately recognise the time and contribution and expertise of each director.The following sets out how the director fees a
218、re determined and details the fees paid in FY24 and FY23.5.1 Aggregate Non-Executive Director fee limits The Constitution provides that the remuneration of directors(excluding salaries to executive directors)will not be more than the aggregated fixed sum determined by a general meeting or,until so d
219、etermined,as resolved by directors.The current aggregate fee limit is$1 million.Any increase to the aggregate amount needs to be approved by shareholders.Directors will seek approval of the shareholders from time to time,as appropriate.5.2 Non-Executive Director Fees:Current fees agreed are:5.3 Non-
220、Executive Director shareholding requirement Refer paragraph 4.2.5.4 Fee payment structure The Non-Executive Director fees are currently paid 100%in cash.This structure is discussed by the Board and agreed upon every year.The Board believes at this time this structure aligns directors interests to th
221、ose of shareholders.5.5 Other fees The former Executive Chairmans fee arrangements in FY23 were negotiated at arms length in line with the position and role performed as an executive.$per annum(2024)$per annum(2023)Chairman of the Board 56,250 56,250 Non-Executive Directors 37,500 37,500 Additional
222、Items are paid for:Director Exertion$2,500-$3,000 per day$2,500-$3,000 per day Atomos Limited|Annual Report 2024 34 5.6 Non-Executive Director fees The relative proportions of those elements of remuneration of Non-Executive Directors that are linked to performance are noted in the table below:AUD$Po
223、st-employment benefitsLong-term benefitsNameYear Salary&fees Annual leave Cash bonusSuperannuationLong service leave Performance rightsOptionsShare rightsTotalNon-executive directors(Independent)Paul Greenberg2024 50,676 -5,574 -56,250 Non Executive Chairman2023 37,852 -3,975 -41,827 Chris Tait(i)20
224、24 -Former Non Executive Chairman2023 83,750 -83,750 Sir Hossein Yassaie(ii)2024 30,670 -2,738 -33,408 2023 78,167 -10,575 -88,742 Stephen Stanley(iii)2024 -2023 31,109 -3,266 -34,375 Megan Brownlow(iv)2024 -2023 81,637 -8,572 -90,209 Lauren Williams(v)2024 -2023 25,000 -25,000 2024 Total 81,346 -8,
225、312 -89,658 2023 Total 337,515 -26,388 -363,903 Short term employee benefitsShare-based payments(i)Chris Tait retired as Non-Executive Chairman and Director effective 28 February 2023.(ii)Sir Hossein Yassaie retired as Non-Executive Director effective 16 May 2024.(iii)Stephen Stanley resigned as Non
226、-Executive Director effective 29 September 2022.(iv)Megan Brownlow resigned as Non-Executive Director and Chair of the Companys Audit and Risk Committee effective 30 June 2023.(v)Lauren Williams resigned as Non-Executive Director effective 29 September 2022.2024202320242023Non-executive DirectorsPau
227、l Greenberg100%100%0%0%Chris Taitn/a100%n/a0%Sir Hossein Yassaie 100%100%0%0%Stephen Stanleyn/a100%n/a0%Megan Brownlown/a100%n/a0%Lauren Williamsn/a100%n/a0%Fixed remunerationRemuneration linked to performanceAtomos Limited|Annual Report 2024 35 6.Other KMP disclosures 6.1 Fully Paid Ordinary Shares
228、 Atomos Limited The number of ordinary shares in the Company held during the FY24 reporting period by each of the Groups Key Management Personnel,including their related parties,is set out below:Chair and Non-Executive Directors:Executive KMP:None of the shares included in the tables above are held
229、nominally by Key Management Personnel.6.2 Other Equity holdings Share options The number of options to acquire ordinary shares in the Company held during the FY24 reporting period by each of the Groups Key Management Personnel is set out below:Unlisted share options Executive KMP:NameBalance at star
230、t of yearGranted as remunerationReceived on exercise of options/settlement of performance rightsOther changesHeld at the end of reporting periodPaul Greenberg 300,000 -5,300,000 5,600,000 Sir Hossein Yassaie(i)2,389,579 -49,358 -2,438,937 2,689,579 -49,3585,300,0008,038,937(i)Sir Hossein Yassaie res
231、igned as Non-Executive Director effective 16 May 2024 and therefore is not a Non-Executive Director at the end of the reporting period.NameBalance at start of yearGranted as remunerationReceived on settlement of performance rightsOther changesHeld at the end of reporting periodJeromy Young 96,037 -1
232、00,403,963 100,500,000Peter Barber -100,000,000 100,000,000Trevor Elbourne(i)977,787 -226,415 977,787 2,181,989James Cody(ii)854,972 -226,415 -1,081,387Stephan Kexel276,537 -113,208(71,141)318,6042,205,333 -566,038 201,310,609204,081,980(i)Trevor Elbourne resigned as Chief Executive Officer effectiv
233、e 4 January 2024 and therefore is not a Key Management Personnel at the end of the reporting period.(ii)James Cody resigned as Chief Financial Officer effective 31 January 2024 and therefore is not a Key Management Personnel at the end of the reporting period.Atomos Limited|Annual Report 2024 36 Lis
234、ted share options(ASX:AMSO)100,000,000 quoted options(ASX:AMSO)were granted to Executive Directors Jeromy Young and Peter Barber on 20 May 2024 for services rendered to the Company.There were no vesting conditions attached to these options expiring 30 November 2025 and their exercise price is$0.03.P
235、erformance rights The number of performance rights held during the FY24 reporting period by each of the Groups Key Management Personnel,is set out below:Chair and Non-Executive Directors:The 409,722 performance rights above were converted to ordinary shares in December 2023.Executive KMP:NameBalance
236、 at start of yearGrant dateGranted as remunerationForfeitedConverted to sharesHeld at the end of reporting periodBalance vested at the end of reporting periodOptions Expiry DateExercise PriceJeromy Young432,95526-Feb-18 -432,955432,955 12/04/2028$0.36 Trevor Elbourne(i)93,97126-Feb-18 -93,97193,9711
237、2/04/2028$0.36 James Cody(ii)335,61226-Feb-18 -335,612335,61212/04/2028$0.36 Stephan Kexel55,02326-Feb-18 -55,02355,02312/04/2028$0.36 917,561 -917,561917,561(i)Trevor Elbourne,resigned as Chief Executive Officer and Executive Director effective 4 January 2024.(ii)James Cody resigned as Chief Financ
238、ial Officer effective 31 January 2024.NameBalance at start of yearGrant dateNumber of optionsGranted as remunerationOption value on grant dateVesting conditionsShare based payments expense recognisedOther changesHeld at the end of reporting periodBalance vested at the end of reporting periodOptions
239、Expiry DateExercise PricePaul Greenberg-n/an/a No n/a n/a n/a 2,650,000 2,650,0002,650,000 30/11/2025$0.03 Jeromy Young(i)-20/05/2024 50,000,000 Yes$0.006 none$300,000 50,201,982 100,201,982 100,201,982 30/11/2025$0.03 Peter Barber(ii)-20/05/2024 50,000,000 Yes$0.006 none$300,000 50,000,000 100,000,
240、000 100,000,000 30/11/2025$0.03-100,000,000$600,000 102,851,982 202,851,982 202,851,982(i)Jeromy Young,appointed as Managing Director and Chief Executive Officer effective 4 January 2024.(ii)Peter Barber,appointed as Executive Director and Chief Operating Officer effective 14 February 2024.NameBalan
241、ce at start of yearGranted as remunerationForfeitedConverted to sharesHeld at the end of reporting periodChris Tait(i)200,000 -(200,000)-Stephen Stanley(ii)61,698 -(61,698)-Lauren Williams(iiii)49,358 -(49,358)-Megan Brownlow(iv)49,358 -(49,358)-Sir Hossein Yassaie(v)49,358 -(49,358)-409,772 -(409,7
242、72)-(i)Chris Tait retired as Non-Executive Chairman and Director effective 28 February 2023.(ii)Stephen Stanley resigned as Non-Executive Director effective 29 September 2022.(iii)Lauren Williams resigned as Non-Executive Director effective 29 September 2022.(v)Sir Hossein Yassaie retired as Non-Exe
243、cutive Director effective 16 May 2024.(iv)Megan Brownlow resigned as Non-Executive Director and Chair of the Companys Audit and Risk Committee effective 30 June 2023.Atomos Limited|Annual Report 2024 37 The 679,246 performance rights above were converted to ordinary shares in May 2024.Refer to 3.2 f
244、or the for details of the performance rights issued to Key Management Personnel.Share rights The number of share rights held during the FY24 reporting period by each of the Groups Key Management Personnel,is set out below:The share rights issued to Key Management Personnel focused on the continued c
245、ommitment of Executive Officers and are approved by the Board of Directors.Contingent upon further investment into Atomos by the respective individuals,the Company agreed to match the investment with rights equal to 60%of shares invested by the Executive Officers.6.3 Other transactions with Key Mana
246、gement Personnel Chris Tait retired as Non-Executive Chairman in the previous financial year on 28 February 2023.While Chris Tait was a Director at Atomos,he was also a shareholder and director of Henslow and the Advisory Board Chair of Bluerock Group.Henslow During FY23,Henslow provided corporate b
247、roking services and charged$24,750.The amount payable as at 30 June 2023 was Nil.NameBalance at start of yearGranted as remunerationForfeitedConverted to sharesHeld at the end of reporting periodTrevor Elbourne(i)226,415 -(226,415)-James Cody(ii)226,415 -(226,415)-Stephan Kexel 113,208 -(113,208)-Ma
248、rk Harland(iii)113,208 -(113,208)-679,246 -(679,246)-(i)Trevor Elbourne,resigned as Chief Executive Officer and Executive Director effective 4 January 2024.(ii)James Cody resigned as Chief Financial Officer effective 31 January 2024.(iii)Mark Harland resigned as Chief Operating Officer effective 26
249、August 2022.NameBalance at start of yearGranted as remunerationForfeitedConverted to sharesHeld at the end of reporting periodTrevor Elbourne(i)12,709 -(4,902)-7,807 James Cody(ii)12,709 -(10,991)-1,718 Stephan Kexel 12,823 -12,823 38,241 -(15,893)-22,348(i)Trevor Elbourne,resigned as Chief Executiv
250、e Officer and Executive Director effective 4 January 2024.(ii)James Cody resigned as Chief Financial Officer effective 31 January 2024.Atomos Limited|Annual Report 2024 38 Bluerock Atomos Group utilised Bluerock for certain consulting services.Fees charged were$4,180 for the FY23.The amount payable
251、as at 30 June 2023 was Nil.End of audited Remuneration Report.Signed in accordance with a resolution of the Directors,pursuant to section 298(2)of the Corporations Act 2001:This 30th day of September 2024 Atomos Limited|Annual Report 2024 39 Atomos Limited Consolidated Statement of Profit or Loss an
252、d Other Comprehensive Income For the year ended 30 June 2024 Notes20242023$000$000Revenue535,72142,763Cost of sales(24,517)(38,050)Gross profit11,2044,713Gross profit%31%11%Other income5349365Net foreign exchange gain/(loss)302219Employee benefits expense7(10,326)(9,979)Research and development expe
253、nse(2,348)(4,161)Advertising and marketing expense(3,543)(5,443)Finance costs7(1,224)(2,120)Administration and other expense(6,702)(3,433)Distribution expense(2,258)(2,739)Warranty and royalty expense(936)(1,245)Occupancy expense(343)(346)Legal and professional services(2,114)(3,362)Transaction cost
254、s(621)(108)Depreciation and amortisation7(1,610)(2,973)Impairment of non-financial assets170(30,676)Fair value adjustment18(1,798)-Loss before income tax(21,968)(61,288)Income tax benefit/(expense)8(394)227Loss for the year(22,362)(61,061)Other comprehensive income,net of income taxItems that will n
255、ot be reclassified subsequently to profit or loss:-Items that may be reclassified subsequently to profit or loss:-Exchange differences on translating foreign operations(349)155Other comprehensive(loss)/profit for the year(349)155Total comprehensive loss for the year(22,711)(60,906)Earnings per share
256、Basic loss per share10(0.06)(0.18)Diluted loss per share10(0.06)(0.18)Note:This statement should be read in conjunction with the notes to the financial statements.40 Atomos Limited|Annual Report 2024 Atomos Limited Consolidated Statement of Financial Position As at 30 June 2024 20242023Notes$000$000
257、AssetsCurrent assetsCash and cash equivalents112,9002,943Trade and other receivables124,9705,166Inventories138,71415,366Other current assets143,3465,274Total current assets19,93028,749Non-current assetsProperty,plant and equipment158761,359Right-of-use assets16 4,158 5,269 Intangible assets17 -Finan
258、cial assets18 -1,798 Total non-current assets5,0348,426Total assets24,96437,175LiabilitiesCurrent liabilitiesTrade and other payables1911,30612,990Borrowings20 136 3,359 Provisions214,6032,538Lease liabilities22 916 1,011 Income taxes payable23 1,456 929 Total current liabilities18,41720,827Non-curr
259、ent LiabilitiesProvisions218391Lease liabilities22 4,114 5,167 Income taxes payable23 -1,320 Non-current Liabilities4,1976,578Total liabilities22,61427,405Net assets2,3509,770EquityIssued capital24134,037119,301Foreign currency translation reserve(645)(296)Share based payments reserve 3,627 3,072Opt
260、ions reserve 264 264 Accumulated losses(134,933)(112,571)Total equity2,3509,770Note:This statement should be read in conjunction with the notes to the financial statements.Atomos Limited|Annual Report 2024 41 Atomos Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2024
261、Issued capital(Ordinary shares)Accumulated lossesForeign currency translation reserveShare based payments reserveOptions reserveTotal equity$000$000$000$000$000$000Balance at 1 July 2022102,492(51,510)(451)3,44726454,242Transactions with ownersShare-based payments -(375)-(375)Issue of new share capi
262、tal17,947 -17,947Transaction costs relating to issue of share capital(1,138)-(1,138)Total transactions with owners16,809 -(375)-16,434Comprehensive incomeLoss for the period -(61,061)-(61,061)Other comprehensive income -155 -155Total comprehensive income/(loss)-(61,061)155 -(60,906)Balance at 30 Jun
263、e 2023 119,301(112,571)(296)3,072 264 9,770Balance at 1 July 2023119,301(112,571)(296)3,0722649,770Transactions with ownersShare-based payments -555 -555Issue of new share capital16,215 -16,215Transaction costs relating to issue of share capital(1,479)-(1,479)Total transactions with owners14,736 -55
264、5 -15,291Comprehensive incomeLoss for the period -(22,362)-(22,362)Other comprehensive income -(349)-(349)Total comprehensive income/(loss)-(22,362)(349)-(22,711)Balance at 30 June 2024 134,037(134,933)(645)3,627 264 2,350Note:This statement should be read in conjunction with the notes to the financ
265、ial statements.Atomos Limited|Annual Report 2024 42 Atomos Limited Consolidated Statement of Cash Flows For the year ended 30 June 2024 20242023Notes$000$000Operating activitiesReceipts from customers37,55459,049Payments to suppliers and employees(45,551)(61,079)Interest received172Income taxes paid
266、(1,139)(534)Net cash used in operating activities25(9,119)(2,562)Investing activitiesPayments for property,plant and equipment(41)(692)Payments for intangible assets -(2,431)Payments for investments -(1,798)Net cash used in investing activities(41)(4,921)Financing activitiesProceeds from issue of eq
267、uity instruments in the company2416,21517,947Payment for equity raise costs(1,479)(1,138)Interest paid on borrowings and lease liabilities(1,224)(1,361)Repayment of lease liabilities(1,145)(682)Proceeds of borrowings5,100 -Repayment of borrowings(8,323)(9,421)Net cash generated by financing activiti
268、es9,1445,345Net change in cash and cash equivalents(16)(2,138)Cash and cash equivalents,beginning of period2,9435,001Exchange differences on cash and cash equivalents(27)80Cash and cash equivalents,end of period112,9002,94300Note:This statement should be read in conjunction with the notes to the fin
269、ancial statements.Atomos Limited|Annual Report 2024 43 Notes to the Consolidated Financial Statements 1.General information Atomos Limited and its controlled entities(“Atomos”,the“Group”or the“Company”)is a public company limited by shares,incorporated and domiciled in Australia.Atomos is the Groups
270、 ultimate holding Company.The principal activities of the Group were the manufacture and sale of video equipment.There have been no significant changes in the nature of these activities during the year.The address of its registered office and principal place of business is 700 Swanston Street,Carlto
271、n,Victoria 3053.These financial statements are presented in Australian Dollars.The Consolidated Financial Statements for the year ended 30 June 2024 were approved and authorised for issue by the board of Directors on Monday,30th of September 2024.2.Adoption of new and revised Australian Accounting S
272、tandards The Group has adopted all new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board(AASB)that are relevant to its operations for the current reporting period.Any new or amended Accounting Standards or Interpretations that are not yet mandat
273、ory have not been early adopted.The adoption of these Accounting Standards and Interpretations does not have a material impact on these financial statements.3.Material accounting policies 3.1 Statement of compliance These financial statements are general purpose financial statements which have been
274、prepared in accordance with the Corporations Act 2001,Accounting Standards and other authoritative pronouncements issued by the Australian Accounting Standards Board(AASB),and comply with other requirements of the law.The financial statements comprise the consolidated financial statements of the Gro
275、up.Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Group comply with International Financial Reporting Standards(IFRS)as issued by the International Accounting Standards Board(IASB).Consequently,this financial report has been prepared in accorda
276、nce with and complies with IFRS as issued by the IASB.3.2 Basis of preparation The Consolidated Financial Statements have been prepared on the historical cost basis,except for,where applicable,the revaluation of certain non-current assets and financial instruments that are measured at revalued amoun
277、ts or fair values at the end of each reporting period,as explained in the accounting policies below.Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.3.3 Going concern The financial statements have been prepared on the going concern ba
278、sis which assumes the continuity of normal business activities and the realisation of assets and the discharge of liabilities in the normal course of business.44 Atomos Limited|Annual Report 2024 3.Material accounting policies(continued)3.3 Going concern(continued)For the year ended 30 June 2024,the
279、 Group generated revenue of$35.7m(June 2023$42.8m),incurred a loss after tax of$22.4m(June 2023 loss of$61.1m),including a$1.8m fair value adjustment,and reported negative cash flows of$9.1m(June 2023 negative$2.6m)and$0.0m(June 2023 negative$4.9m)from operating and investing activities respectively
280、.FY24 revenue of$35.7 million was$7.0m or 16%lower compared to revenue of$42.8m in the FY23.Revenue was lower in FY24 due to the ongoing deterioration in economic conditions,working capital constraints prior to the capital raising in May 2024 impacting finished goods availability,supply chain challe
281、nges and disruptions from the Writers Guild of America strike.These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course o
282、f business and at the amounts stated in the financial report.In the opinion of the directors,the ability of the Group to continue as a going concern is dependent on the following;Achieving short term revenue targets and executing its cost reduction plans.The Company is well progressed on its detaile
283、d cost restructure having already significantly reduced staff costs to under 70 permanent staff from 90 permanent staff in December 2023.The Company has commenced a further reduction in the cost base of the business which will further reduce the annual breakeven revenue level to approximately$45m;an
284、d The ability to generate the level of revenues forecast and receive payment from customers in accordance with standard trading terms and conditions.Though revenue in FY24 was$7.0m or 16%lower compared to FY23,the Company experienced higher gross margins in FY24 attributed to improvements in the mix
285、 of margin across its product range,including higher margins from new products.Gross margin percentage improved by 20%points in FY24 from 11%in FY23 to 31%in FY24.Adhering to the payment plans agreed with key suppliers,and having access to their continued supply beyond that on standard payment terms
286、.Extended supplier payment plans have been agreed with suppliers as a mitigation to short term cashflow risks.These payment plans are being adhered to and are forecast to be adhered to.It is expected that these suppliers will continue to supply and that the Group will be able to meet their payment o
287、bligations in terms of standard payment terms.If the Group is unable to achieve successful outcomes in respect of the above matters,particularly in respect of the cost reduction initiatives,in the directors opinion the Group could pursue the following additional actions:45 Atomos Limited|Annual Repo
288、rt 2024 3.Material accounting policies(continued)3.3 Going concern(continued)Obtain further accommodation from suppliers with regards to extending the repayment plans;Obtain working capital or invoice financing;and Obtain access to financial support from major shareholders.Furthermore,as part of the
289、 capital raise completed in May 2024,551m options with an exercise price of$0.03 were issued.This represents a potential$16.5m of further capital that may be injected into the business,subject to Atomos share price performance and investors exercising their options The financial statements do not in
290、clude any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.3.4 Basis of consolidation The consolidated financial statements incorporate
291、the financial statements of the Company and entities controlled by the Company(its subsidiaries).Control is achieved when the Company:has power over the investee;is exposed,or has rights,to variable returns from its involvement with the investee;and has the ability to use its power to affect its ret
292、urns.The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Com
293、pany loses control of the subsidiary.Specifically,the results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control
294、the subsidiary.When necessary,adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Groups accounting policies.All intragroup assets and liabilities,equity,income,expenses and cash flows relating to transactions between members of the
295、Group are eliminated in on consolidation.3.5 Revenue The Group recognises revenue predominantly from the sale of goods to the wholesale market and software upgrades.Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amo
296、unts collected on behalf of third parties.The Group recognises revenue when it transfers control of a product to a customer.Sale of goods Sale of goods(video monitor recorder products,broadcast equipment and accessories)is recognised at a point in time when the performance obligation of the sale hav
297、e been fulfilled and control of the goods has transferred to the customers as determined by the shipping terms.In recognising revenue from the sale of goods,the Group considers its historical experience with sales returns to determine if it is highly probable that a significant reversal of revenue w
298、ill arise in the future.46 Atomos Limited|Annual Report 2024 3.Material accounting policies(continued)3.5 Revenue(continued)Sale of software&software upgrades Sale of software&software upgrades are recognised at a point in time being that of purchase,which is when the Group has fulfilled its perform
299、ance obligation.3.6 Leases The Group as Lessee The Group assesses whether a contract is or contains a lease,at inception of the contract.The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee,except for short-ter
300、m leases(defined as leases with a lease term of 12 months or less)and leases of low value assets(such as tablets and personal computers,small items of office furniture and telephones).For these leases,the Group recognises the lease payments as an operating expense on a straight-line basis over the t
301、erm of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,discounted by usi
302、ng the rate implicit in the lease.If this rate cannot be readily determined,the Group uses its incremental borrowing rate.The incremental borrowing rate determined for the Group ranges from 0.1%in Japan to 7.7%in the United Kingdom,depending on country and specific risk premium.Lease payments includ
303、ed in the measurement of the lease liability comprise:Fixed lease payments(including in-substance fixed payments),less any lease incentives receivable;Variable lease payments that depend on an index or rate,initially measured using the index or rate at the commencement date;The amount expected to be
304、 payable by the lessee under residual value guarantees;The exercise price of purchase options,if the lessee is reasonably certain to exercise the options;and Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease.The lease liabilit
305、y is presented as a separate line in the consolidated statement of financial position.The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability(using the effective interest method)and by reducing the carrying amount to reflect the lease
306、 payments made.The Group remeasures the lease liability(and makes a corresponding adjustment to the related right-of-use asset)whenever:The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option,in wh
307、ich case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.47 Atomos Limited|Annual Report 2024 3.Material accounting policies(continued)3.6 Leases(continued)The lease payments change due to changes in an index or rate or a change in expected p
308、ayment under a guaranteed residual value,in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate(unless the lease payments change is due to a change in a floating interest rate,in which case a revised discount rate is used).A lease
309、contract is modified and the lease modification is not accounted for as a separate lease,in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.The
310、 right-of-use assets comprise the initial measurement of the corresponding lease liability,lease payments made at or before the commencement day,less any lease incentives received and any initial direct costs.They are subsequently measured at cost less accumulated depreciation and impairment losses.
311、Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset,restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease,a provision is recognised and measured under AASB 137.To the extent that
312、 the costs relate to a right-of-use asset,the costs are included in the related right-of-use asset,unless those costs are incurred to produce inventories.Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.If a lease transfers ownership o
313、f the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option,the related right-of-use asset is depreciated over the useful life of the underlying asset.The depreciation starts at the commencement date of the lease.The right-of-use assets
314、are presented as a separate line in the consolidated statement of financial position.The Group applies AASB 136 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the Property,Plant and Equipment policy.3.7 Foreign currencies Foreign
315、 currency transactions and balances In preparing the financial statements of each individual group entity,transactions in currencies other than the entitys functional currency(foreign currencies)are recognised at the rates of exchange prevailing at the dates of the transactions.At the end of each re
316、porting period,monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.Non-moneta
317、ry items that are measured in terms of historical cost in a foreign currency are not retranslated.48 Atomos Limited|Annual Report 2024 3.Material accounting policies(continued)3.7 Foreign currencies(continued)Exchange differences on monetary items are recognised in profit or loss in the period in wh
318、ich they arise except for exchange differences on monetary items receivable or payable to a foreign operation for which settlement is neither planned nor likely to occur(therefore forming part of the net investment in the foreign operation),which are recognised initially in other comprehensive incom
319、e and reclassified from equity to profit or loss on repayment of the monetary terms.For the purposes of presenting consolidated financial statements,the assets and liabilities of the Groups foreign operations are translated at exchange rates prevailing on the reporting date.Income and expense items
320、are translated at the average exchange rates for the period,unless exchange rates fluctuate significantly during that period,in which case the exchange rates at the dates of the transactions are used.Exchange differences arising,if any,are recognised in other comprehensive income and accumulated in
321、a separate component of equity.3.8 Short-term and long-term employee benefits A liability is recognised for benefits accruing to employees in respect of wages,salaries and annual and long service leave in the period the related service is rendered at the undiscounted amount of the benefits expected
322、to be paid in exchange for that service.Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.Liabilities recognised in respect of other long-term employee benefits are measure
323、d at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.3.9 Share based payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair
324、 value of the equity instruments at the grant date.The fair value excludes the effect of non-market based vesting conditions.Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 26.The fair value determined at the grant date of the equi
325、ty-settled share-based payments is expensed on a straight-line basis over the vesting period,based on the Groups estimate of the number of equity instruments that will eventually vest.At each reporting date,the Group revises its estimate of the number of equity instruments expected to vest as a resu
326、lt of the effect of non-market based vesting conditions.The impact of the revision of the original estimates,if any,is recognised in profit or loss such that the cumulative expense reflects the revised estimate,with a corresponding adjustment to reserves.Equity-settled share-based payment transactio
327、ns with parties other than employees are measured at the fair value of the goods or services received,except where that fair value cannot be estimated reliably,in which case they are measured at the fair value of the equity instruments granted,measured at the date the entity obtains the goods or the
328、 counterparty renders the service.49 Atomos Limited|Annual Report 2024 3.Material accounting policies(continued)3.10 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax.Current tax The tax currently payable is based on the taxable profit for the year.Taxable
329、profit differs from net profit as reported in the consolidated statement of profit or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible on other years and it further excludes items that are never taxable or deductible.The Groups liabili
330、ty for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statem
331、ents and the corresponding tax bases used in the computation of taxable profit,and is accounted for using the liability method.Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits w
332、ill be available against which deductible temporary differences can be utilised.Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition(other than in a business combination)of other assets and liabilities in a transaction that affects neither th
333、e taxable profit nor the accounting profit.In addition,a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates,and interests in joint ventures,except where the Group is able to control the reversal of the temp
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